Welcome to our dedicated page for Jet.AI SEC filings (Ticker: JTAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Jet.AI Inc. filings document material-event disclosures for an operating public company focused on artificial intelligence infrastructure and cloud services. Recent Form 8-K reports cover operating results, data center project updates, a share repurchase program, Nasdaq minimum-bid compliance, and capital-structure changes such as a reverse stock split.
The company's filings also describe material agreements and securities matters, including S-3 equity distribution updates, conversion of Series B convertible preferred stock, a limited-duration stockholder rights agreement, and an equity certificate subscription tracking SpaceX preferred stock. Governance, shareholder-rights, registration-statement, and risk-factor disclosures frame the company's financing capacity and public-company obligations.
Jet.AI Inc. stockholder Vladimir A. Semenikhin reports beneficial ownership of 4,450,000 common shares, representing about 3.7% of the company based on 119,209,666 shares outstanding as of March 6, 2026. He acquired the stake for approximately $1.65 million using personal funds.
Semenikhin expresses concern about what he views as material dilution from recent equity issuance, especially ahead of a proposed merger vote, and questions whether Jet.AI’s capital allocation and financing practices align with long-term stockholder interests. He indicates he may consider further engagement with the board, management, other stockholders, or other actions available to stockholders.
Jet.AI Inc. reported full year 2025 revenue of $9.2 million, down from $14.0 million in 2024, but swung to net income of $4.6 million versus a prior-year loss of $12.7 million. The profit was driven largely by a $14.5 million unrealized gain on other investments, while operating loss remained sizeable at $10.1 million.
Cash was $1.8 million with no debt as of December 31, 2025, and approximately $13.7 million with no debt as of March 5, 2026. Management highlighted progress on Canadian and Nevada AI data center joint ventures, a planned merger with flyExclusive targeted to close by April 30, 2026, and access to a $250 million shelf facility to support future capital needs.
Jet.AI Inc. outlines a major strategic transition from private aviation services toward becoming a pure-play AI data center infrastructure company. The company plans to divest its fractional and jet card aviation business to flyExclusive via a spin-off (SpinCo) and merger, while existing stockholders keep their Jet.AI shares and receive flyExclusive stock as merger consideration.
Jet.AI is building an AI-focused infrastructure platform through a joint venture with Consensus Core, contributing $300,000 initially and $1.7 million for a second milestone, with commitments of up to $20 million tied to Canadian data center projects targeting hundreds of megawatts of capacity. It also announced a planned 50‑megawatt Moapa, Nevada data center joint venture and holds indirect interests in AI Infrastructure Acquisition Corp., a SPAC that raised $138 million.
The report highlights significant risks: recurring losses, substantial doubt about its ability to continue as a going concern, heavy future capital needs for AI data centers, intense competition from larger incumbents, and execution risk around the sale of aviation assets and pivot to AI. Jet.AI has received a Nasdaq notice for failing the $1.00 minimum bid price and has stockholder approval for a reverse stock split of up to 1‑for‑250 to help regain compliance. As of March 6, 2026, there were 119,209,666 common shares outstanding.
Jet.AI investor Vladimir Semenikhin filed an amended Schedule 13D reporting beneficial ownership of 4,450,000 common shares, or about 9.8% of the company. The stake was acquired for approximately $1.65 million using personal funds through recent open-market trades.
He states he invested because he believes Jet.AI shares are materially undervalued, but raises concerns about the company’s at-the-market equity issuance program and stockholder rights plan. In his view, ongoing share issuance at prevailing prices combined with defensive measures restricts shareholder choice and complicates ownership calculations.
Semenikhin also opposes the proposed business combination with flyExclusive, citing $3 million of related management incentives and questioning whether the deal maximizes value for stockholders. He outlines potential actions, including a possible partial tender offer, seeking suspension of equity issuance programs, changes to the rights plan, and changes to the board via proxy solicitation.
Vladimir Anatolevich Semenikhin filed an amended Schedule 13D reporting beneficial ownership of 3,950,000 Jet.AI Inc. common shares, or about 8.7% of the company’s outstanding stock, based on 45,478,249 shares outstanding in a recent Form S-3.
He acquired the stake for approximately $1.6 million using personal funds and recent open‑market trades, including large purchases in January 2026 and one sale. He states that he believes Jet.AI shares are materially undervalued and criticizes the company’s stockholder rights plan and continued at‑the‑market equity issuance as overly dilutive and restrictive of shareholder choice. He also expresses opposition to the proposed business combination with flyExclusive and related $3 million management incentives, saying they do not maximize stockholder value. Semenikhin indicates he may pursue actions such as a partial tender offer, seeking changes to equity issuance programs and the rights plan, and potentially seeking board changes through a proxy solicitation, though he has not committed to any specific course.
Jet.AI Inc. adopted a limited-duration stockholder rights agreement and declared a dividend of one right for each outstanding common share, payable to holders of record on February 24, 2026. The plan is designed to promote fair treatment of all stockholders in the event of a takeover attempt.
Each right initially allows the holder to purchase one one-thousandth of a share of Series C Junior Participating Preferred Stock at a $0.70 purchase price. If any person or group acquires 10% or more of Jet.AI’s common stock, other holders can exercise rights to acquire common shares with a market value equal to twice the purchase price, significantly diluting the acquiring holder.
Before any person reaches the 10% threshold, the Board may redeem the rights for $0.01 per right, and may also later exchange each right for one share of common stock on specified terms. The rights expire on February 12, 2027, unless earlier redeemed or exchanged.
Jet.AI Inc. amended its merger agreement with flyExclusive, removing a closing condition that would have required Jet.AI to enter a new securities purchase agreement involving a warrant to buy up to $50 million of a new preferred stock series. The amendment also lets Jet.AI explore potential strategic deals that would close only after the merger-related transactions are completed, while all other merger terms remain unchanged.
Jet.AI also received a notice from Nasdaq that its common stock no longer meets the $1.00 minimum bid price requirement, after trading below that level for 30 consecutive business days. The company has until August 5, 2026 to regain compliance, potentially including a reverse stock split, and faces possible delisting if it cannot meet Nasdaq’s listing standards.
Jet.AI Inc. amended its merger agreement with flyExclusive to remove a closing condition that required securing a warrant-based financing of up to $50 million in preferred stock. Jet.AI says it now has sufficient positive net working capital to meet the merger’s minimum cash closing condition and confirms it has no preferred stock outstanding.
The amendment also allows Jet.AI to explore additional merger and acquisition deals that would close only after the flyExclusive transaction. Separately, Jet.AI received a Nasdaq notice that its stock has traded below $1.00 for 30 straight business days, triggering a 180-day period, through August 5, 2026, to regain compliance or risk potential delisting.
Jet.AI Inc. attracted an activist-style investor who now holds 3,950,000 common shares, or about 8.7% of the company. Vladimir Anatolevich Semenikhin acquired the stake for approximately $1.6 million using personal funds.
He believes Jet.AI shares are materially undervalued and is concerned about ongoing at-the-market equity issuances during periods of significant share price volatility. He also highlights potential misalignment from executive compensation arrangements that may provide cash bonuses of up to $3 million tied to a $13.2 million potential FlyExclusive transaction.
Semenikhin plans to engage with management and the board on capital allocation, equity issuance, compensation, and strategic alternatives, and is evaluating steps such as seeking board representation, proxy solicitation, governance changes, and even a possible tender offer or other transaction involving Jet.AI securities.
Vladimir Anatolevich Semenikhin filed a Schedule 13D reporting beneficial ownership of 3,950,000 Jet.AI Inc. common shares, representing about 8.7% of the company, based on 45,478,249 shares outstanding.
He purchased the stake for approximately $1.6 million using personal funds, including dividends and distributions from entities he owns or controls, with no third-party financing.
Semenikhin states he acquired the shares for investment, believing they may be undervalued relative to Jet.AI’s assets, financial position, and prospects. He may engage with management and the board on capital allocation, financing, governance, and compensation, and is considering potential board representation or other ways to influence strategy.
The filing notes he could, subject to circumstances, consider actions such as a possible tender offer or other transactions involving Jet.AI securities, or change his position by buying more shares or selling some or all of his holdings.